Opinions of Financial Advisors. As of the date of this Agreement, the board of directors of the Company has received the separate opinions of Xxxxx & Company LLC and X.X. Xxxxxx Securities LLC, each to the effect that, as of the date of such opinion and based upon and subject to the various qualifications, assumptions, limitations and other matters set forth therein, the Merger Consideration to be paid to holders of Class A Shares is fair, from a financial point of view, to such holders. The Company shall, promptly following the execution of this Agreement by all parties, furnish a copy of each such written opinion to Parent solely for informational purposes (it being agreed that none of the Parent or Merger Sub, nor any of their respective affiliates or Representatives, shall have the right to rely on such opinions).
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Agreement and Plan of Merger (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.)
Opinions of Financial Advisors. As of the date of this Agreement, the board of directors Company Board has received the opinion of the Company has received the separate opinions of Xxxxx & Company LLC and X.X. Xxxxxx Securities LLC, each to the effect thatFinancial Advisor, as of the date of such opinion this Agreement and based upon and subject to the various qualifications, assumptions, limitations limitations, qualifications and other matters set forth conditions contained therein, that the Offer Price to be received by the holders of Shares (other than those Shares canceled pursuant to Section 2.1(a)) pursuant to the Offer and the Merger Consideration to be paid to holders of Class A Shares is fair, from a financial point of view, to such holders. The Company shall, promptly following the execution of this Agreement by all partiesParties, furnish a copy of each such written opinion to Parent solely for informational purposes (it being agreed that none of the Parent or Merger Sub, nor any of their respective affiliates or Representatives, shall have the right to rely on such opinionsopinion).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/), Agreement and Plan of Merger (Keyw Holding Corp)